SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                          (ii)    Subject to the limitations set forth below in
                 this Section 10(a), the value of all outstanding Stock
                 Options, Stock Appreciation Rights, Restricted Stock, Outside
                 Director Restricted Stock and Other Stock-Based Awards, in
                 each case to the extent vested, shall, unless otherwise
                 determined Board or by the Committee in its sole discretion
                 prior to any Change in Control, be cashed out on the basis of
                 the "Change in Control Price" as defined in Section 10(d) as
                 of the date such Change in Control or such Potential Change in
                 Control is determined to have occurred or such other date as
                 the Board or Committee may determine prior to the Change in
                 Control.

                          (iii)   The Board or the Committee may  impose
                 additional conditions on the acceleration or valuation of any
                 award in the award agreement.

                 (b)      Definition of Change in Control.  For purposes of
         Section 10(a), a "Change in Control" means the happening of any of the
         following:

                          (i)     any person or entity, including a "group" as
                 defined in Section 13(d)(3) of the Exchange Act, other than
                 the Corporation or a wholly-owned subsidiary thereof or any
                 employee benefit plan of the Corporation or any of its
                 Subsidiaries, becomes the beneficial owner of the
                 Corporation's securities having 35% or more of the combined
                 voting power of the then outstanding securities of the
                 Corporation that may be cast for the election of directors of
                 the Corporation (other than as a result of an issuance of
                 securities initiated by the Corporation in the ordinary course
                 of business); or

                          (ii)    as the result of, or in connection with, any
                 cash tender or exchange offer, merger or other business
                 combination, sales of assets or contested election, or any
                 combination of the foregoing transactions, less than a
                 majority of the combined voting power of the then outstanding
                 securities of the Corporation or any successor corporation or
                 entity entitled to vote generally in the election of the
                 directors of the Corporation or such other corporation or
                 entity after such transaction are held in the aggregate by the
                 holders of the Corporation's securities entitled to vote
                 generally in the election of directors of the Corporation
                 immediately prior to such transaction; or

                          (iii)   during any period of two consecutive years,
                 individuals who at the beginning of any such period constitute
                 the Board cease for any reason to constitute at least a
                 majority thereof, unless the election, or the nomination for
                 election by the Corporation's shareholders, of each director
                 of the Corporation first elected during such period was
                 approved by a vote of at least two-thirds of the directors of
                 the Corporation then still in office who were directors of the
                 Corporation at the beginning of any such period.

                 (c)      Definition of Potential Change in Control.  For
         purposes of Section 10(a), a "Potential Change in Control" means the
         happening of any one of the following:





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